Exhibit 99.2
Sunrise Senior Living
Community Data
Consolidated Communities
Total Properties
| | | | | | | | | | Unit Occupancy | | Net Operating Income (1), (2) | |
| | | | | | | | | | Three Months Ended | | Six Months Ended | | Three Months Ended | | Six Months Ended | |
| | | | | | Ownership | | State/ | | June 30, | | June 30, | | June 30, | | June 30, | |
Community | | Comm. | | Units | | Interest | | Province | | 2012 | | 2011 | | 2012 | | 2011 | | 2012 | | 2011 | | 2012 | | 2011 | |
AL US (4) | | 15 | | 1,091 | | 100.0 | % | Various | | 88.5 | % | 87.5 | % | 88.8 | % | 87.5 | % | 8,093,744 | | 8,064,167 | | 16,366,788 | | 15,647,613 | |
Quebec | | 3 | | 246 | | 100.0 | % | QU | | 75.0 | % | 61.9 | % | 73.7 | % | 60.1 | % | 967,362 | | 624,745 | | 1,892,397 | | 875,588 | |
Monterey | | 1 | | 99 | | 100.0 | % | CA | | 70.5 | % | 59.5 | % | 70.9 | % | 61.1 | % | 526,710 | | 343,516 | | 1,022,127 | | 634,981 | |
Other Consolidated | | 1 | | 371 | | 0.0 | % | NJ | | 72.2 | % | 74.0 | % | 71.3 | % | 73.6 | % | 427,891 | | 675,620 | | 717,056 | | 993,180 | |
Other Consolidated (5) | | 1 | | 137 | | 50.0 | % | MD | | 96.6 | % | 98.5 | % | 96.2 | % | 97.5 | % | 1,429,604 | | 1,411,319 | | 2,808,849 | | 2,684,570 | |
Total Properties Excluding 2 Condos | | 21 | | 1,944 | | | | | | 83.3 | % | 81.1 | % | 83.2 | % | 80.7 | % | 11,445,311 | | 11,119,367 | | 22,807,217 | | 20,835,932 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Other Consolidated (3) | | 2 | | 167 | | 100.0 | % | Various | | 96.8 | % | 103.2 | % | 97.3 | % | 103.0 | % | 201,489 | | 353,029 | | 252,834 | | (168,444 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Total Properties | | 23 | | 2,111 | | | | | | 84.4 | % | 82.7 | % | 84.3 | % | 82.4 | % | $ | 11,646,800 | | $ | 11,472,396 | | $ | 23,060,051 | | $ | 20,667,488 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Footnotes:
(1) Net operating income from consolidated communities is not reduced by allocated management fees as we eliminate management fees from consolidated communities.
(2) Net operating income is a non-GAAP measure. Our nearest GAAP measure on our consolidated statement of operations is income/(loss) from operations. Net operating income excludes depreciation, amortization, lease expense, and impairment charges from these communities. On page 6 of the supplemental tables please refer to a complete reconciliation of net operating income to income/(loss) from operations.
(3) Property types are primarily condominium units and not typical Sunrise communities.
(4) Net operating income is consolidated from June 2, 2011 forward. The portfolio was a joint venture prior to June 2, 2011.
(5) This community is a joint venture community that we consolidate under the accounting guidelines. The information provided above only includes the results of operations of the operator who has a lease with an unconsolidated 3rd party. In 2011, the consolidated venture paid $1.7 million to the landlord in rent. In 2012, the terms of the lease will be re-negotiated and we expect the rent expense to increase significantly.
1
Sunrise Senior Living
Community Data
Leased Communities
Leased Communities
| | | | | | | | Unit Occupancy | | Net Operating Income (1), (3) | |
| | | | | | | | Three Months Ended | | Six Months Ended | | Three Months Ended | | Six Months Ended | |
| | | | | | | | June 30, | | June 30, | | June 30, | | June 30, | |
Lessor | | Comm. | | Units | | Country | | 2012 | | 2011 | | 2012 | | 2011 | | 2012 | | 2011 | | 2012 | | 2011 | |
HRPT (5) | | 4 | | 1,594 | | US | | 92.8 | % | 92.4 | % | 93.2 | % | 92.1 | % | $ | 6,445,590 | | $ | 7,349,794 | | $ | 13,403,313 | | $ | 14,026,860 | |
HRPT (6) | | 10 | | 2,306 | | US | | 85.3 | % | 85.7 | % | 85.4 | % | 86.3 | % | 3,938,840 | | 5,499,049 | | 8,467,982 | | 11,627,259 | |
HCP | | 2 | | 1,055 | | US | | 86.0 | % | 86.7 | % | 86.4 | % | 87.4 | % | 4,593,655 | | 4,318,272 | | 9,131,280 | | 9,319,980 | |
LTC | | 3 | | 186 | | US | | 79.5 | % | 86.2 | % | 80.0 | % | 86.2 | % | 516,658 | | 794,138 | | 1,289,843 | | 1,572,703 | |
Missouri River Corp. | | 2 | | 133 | | US | | 84.6 | % | 85.9 | % | 83.4 | % | 85.2 | % | 311,790 | | 458,953 | | 794,055 | | 721,179 | |
Oakmont | | 3 | | 228 | | US | | 92.6 | % | 91.3 | % | 93.0 | % | 92.4 | % | 1,404,013 | | 1,399,830 | | 2,813,241 | | 2,811,449 | |
Other | | 2 | | 171 | | US | | 88.6 | % | 94.3 | % | 89.7 | % | 92.9 | % | 865,903 | | 976,529 | | 1,666,078 | | 1,644,239 | |
Total Leased | | 26 | | 5,673 | | | | 87.7 | % | 88.3 | % | 88.0 | % | 88.5 | % | $ | 18,076,449 | | $ | 20,796,565 | | $ | 37,565,792 | | $ | 41,723,669 | |
Leased Communities
| | | | Lease Coverage- | | Lease Coverage- | | | | | | | | | |
| | | | Straight-Line Lease | | Straight-Line Lease | | Lease Coverage-Cash Lease | | Lease Coverage-Cash Lease | |
| | | | Expense (2) | | Expense (2) | | Expense (2) | | Expense (2) | |
| | Current | | Three Months Ended | | Six Months Ended | | Three Months Ended | | Six Months Ended | |
| | Lease Term | | June 30, | | June 30, | | June 30, | | June 30, | |
Lessor | | Expiration (4) | | 2012 | | 2011 | | 2012 | | 2011 | | 2012 | | 2011 | | 2012 | | 2011 | |
HRPT (4 communities) (5) | | 2013 | | 1.78 | | 2.02 | | 1.84 | | 1.93 | | 1.78 | | 2.02 | | 1.84 | | 1.93 | |
HRPT (10 communities) (6) | | 2013 | | 0.86 | | 1.18 | | 0.92 | | 1.25 | | 0.97 | | 1.34 | | 1.04 | | 1.41 | |
HCP | | 2018 | | 0.99 | | 1.08 | | 1.06 | | 1.17 | | 0.98 | | 1.10 | | 1.05 | | 1.19 | |
LTC | | 2018 | | 0.84 | | 1.17 | | 0.94 | | 1.17 | | 0.84 | | 1.17 | | 0.94 | | 1.17 | |
Missouri River Corp. | | 2018 | | 0.83 | | 0.98 | | 0.84 | | 0.78 | | 0.83 | | 0.98 | | 0.84 | | 0.78 | |
Oakmont | | 2012-2013 | | 1.98 | | 2.05 | | 2.00 | | 2.07 | | 1.95 | | 1.99 | | 1.96 | | 2.01 | |
Other | | 2013 | | 2.21 | | 2.51 | | 2.13 | | 2.11 | | 2.09 | | 2.39 | | 2.01 | | 2.01 | |
Total Leased | | | | 1.21 | | 1.43 | | 1.27 | | 1.44 | | 1.25 | | 1.49 | | 1.31 | | 1.50 | |
Footnotes:
(1) Net operating income from leased communities is not reduced by allocated management fees as we eliminate management fees from leased communities.
(2) Lease coverage is defined as net operating income divided by lease expense.
(3) Net operating income is a non-GAAP measure. Our nearest GAAP measure on our consolidated statement of operations is income/(loss) from operations. Net operating income excludes depreciation, amortization, lease expense, and impairment charges from these communities. On page 6 of the supplemental tables please refer to a complete reconciliation of net operating income to income/(loss) from operations.
(4) Lease agreements may include possible lease extensions.
(5) On December 29, 2011, we received 3rd party consent to the extension of the term of the four leases for an additional five-year term commencing January 1, 2014.
(6) On May 29, 2012, we reached an agreement with the landlord to allow for early termination of the ten leases that were scheduled to expire on December 31, 2013.
We expect to transition management of the ten communities over the next 12 months, with the majority transitioning within the first 120 days.
2
Sunrise Senior Living
Community Data
Joint Venture Communities
Stabilized Properties (4)
| | | | | | | | | | Unit Occupancy | | Net Operating Income of Venture | |
| | | | | | | | | | Three Months Ended | | Six Months Ended | | Three Months Ended | | Six Months Ended | |
| | | | | | | | Ownership | | June 30, | | June 30, | | June 30, | | June 30, | |
Venture Pool (1) | | Comm. | | Units | | Country | | Interest (3) | | 2012 | | 2011 | | 2012 | | 2011 | | 2012 | | 2011 | | 2012 | | 2011 | |
Pool 1 | | 5 | | 434 | | UK | | 20.00 | % | 94.5 | % | 92.9 | % | 94.6 | % | 92.7 | % | $ | 4,877,654 | | $ | 3,896,445 | | $ | 9,223,292 | | $ | 7,762,669 | |
Pool 2 | | 2 | | 156 | | UK | | 9.81 | % | 91.2 | % | 93.2 | % | 92.3 | % | 92.0 | % | 1,887,093 | | 1,704,032 | | 3,725,859 | | 3,261,480 | |
Pool 3 | | 15 | | 1,243 | | UK | | 9.81 | % | 82.8 | % | 85.4 | % | 83.9 | % | 84.2 | % | 9,174,275 | | 7,984,683 | | 18,037,657 | | 15,561,633 | |
Pool 5 | | 1 | | 81 | | UK | | 17.30 | % | 87.7 | % | 74.3 | % | 83.7 | % | 70.1 | % | 553,073 | | 198,276 | | 946,847 | | 301,462 | |
Pool 6 | | 1 | | 114 | | UK | | 17.30 | % | 90.6 | % | 79.7 | % | 89.8 | % | 78.0 | % | 838,577 | | 229,024 | | 1,613,123 | | 547,861 | |
Pool 7 (2) | | 29 | | 2,082 | | US | | 40.00 | % | 89.0 | % | 87.9 | % | 88.2 | % | 88.4 | % | 12,537,742 | | 12,856,839 | | 24,362,129 | | 24,001,853 | |
Pool 8 | | 4 | | 310 | | US | | 20.00 | % | 88.4 | % | 88.3 | % | 89.5 | % | 89.4 | % | 2,278,598 | | 2,209,664 | | 4,636,616 | | 4,283,585 | |
Pool 9 | | 12 | | 872 | | US | | 25.00 | % | 90.9 | % | 88.8 | % | 90.9 | % | 89.6 | % | 5,582,147 | | 5,038,539 | | 11,213,105 | | 9,530,295 | |
Pool 11 | | 2 | | 152 | | US | | 30.00 | % | 91.9 | % | 90.7 | % | 91.9 | % | 90.1 | % | 952,984 | | 1,135,391 | | 1,944,725 | | 2,071,602 | |
Pool 13/14 | | 4 | | 298 | | US | | 20.00 | % | 89.0 | % | 89.9 | % | 89.0 | % | 90.1 | % | 1,467,546 | | 1,661,076 | | 2,975,589 | | 3,110,873 | |
Pool 15 | | 7 | | 601 | | US | | 32.12 | % | 87.5 | % | 87.6 | % | 87.6 | % | 87.3 | % | 3,685,555 | | 3,530,640 | | 7,276,174 | | 6,705,753 | |
Pool 23 (7) | | 1 | | 83 | | US | | 30.00 | % | 90.9 | % | 87.7 | % | 90.0 | % | 86.6 | % | 807,792 | | 282,709 | | 1,388,529 | | 485,574 | |
Pool 24 | | 5 | | 342 | | US | | 10%-50 | % | 86.3 | % | 86.8 | % | 86.9 | % | 87.2 | % | 2,271,310 | | 2,185,916 | | 4,529,857 | | 4,287,500 | |
Pool 26 | | 2 | | 170 | | US | | 45.00 | % | 94.7 | % | 91.6 | % | 95.7 | % | 90.9 | % | 1,692,462 | | 1,408,020 | | 3,213,420 | | 2,715,551 | |
Total JV’s-Stabilized | | 90 | | 6,938 | | | | | | 88.5 | % | 87.9 | % | 88.5 | % | 87.8 | % | $ | 48,606,808 | | $ | 44,321,254 | | $ | 95,086,922 | | $ | 84,627,691 | |
Lease-Up Properties (5)
| | | | | | | | | | Unit Occupancy | | Net Operating Income of Venture | |
| | | | | | | | | | Three Months Ended | | Six Months Ended | | Three Months Ended | | Six Months Ended | |
| | | | | | | | Ownership | | June 30, | | June 30, | | June 30, | | June 30, | |
Venture Pool (1) | | Comm. | | Units | | Country | | Interest (3) | | 2012 | | 2011 | | 2012 | | 2011 | | 2012 | | 2011 | | 2012 | | 2011 | |
Pool 4 | | 3 | | 237 | | UK | | 20.00 | % | 97.1 | % | 88.0 | % | 97.7 | % | 86.5 | % | 2,720,805 | | 2,028,498 | | 5,720,732 | | 4,082,437 | |
Pool 20 | | 6 | | 598 | | US | | 30.00 | % | 80.3 | % | 68.3 | % | 79.6 | % | 66.4 | % | 2,659,068 | | 2,030,060 | | 5,133,466 | | 3,605,562 | |
Pool 25 (6) | | 0 | | 240 | | US | | 30.00 | % | 31.3 | % | 30.7 | % | 31.3 | % | 30.2 | % | — | | — | | — | | — | |
Pool 27 | | 5 | | 517 | | US | | 45.00 | % | 78.6 | % | 72.4 | % | 79.4 | % | 69.6 | % | 1,892,632 | | 1,518,176 | | 3,773,967 | | 2,541,470 | |
Total JV’s-Lease Up | | 14 | | 1,592 | | | | | | 74.9 | % | 66.9 | % | 74.9 | % | 65.0 | % | $ | 7,272,505 | | $ | 5,576,734 | | $ | 14,628,165 | | $ | 10,229,469 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Properties
| | | | | | | | | | Unit Occupancy | | Net Operating Income of Venture | |
| | | | | | | | | | Three Months Ended | | Six Months Ended | | Three Months Ended | | Six Months Ended | |
| | | | | | | | Ownership | | June 30, | | June 30, | | June 30, | | June 30, | |
Venture Pool (1) | | Comm. | | Units | | Country | | Interest (3) | | 2012 | | 2011 | | 2012 | | 2011 | | 2012 | | 2011 | | 2012 | | 2011 | |
Pool 1 | | 5 | | 434 | | UK | | 20.00 | % | 94.5 | % | 92.9 | % | 94.6 | % | 92.7 | % | $ | 4,877,654 | | $ | 3,896,445 | | $ | 9,223,292 | | $ | 7,762,669 | |
Pool 2 | | 2 | | 156 | | UK | | 9.81 | % | 91.2 | % | 93.2 | % | 92.3 | % | 92.0 | % | 1,887,093 | | 1,704,032 | | 3,725,859 | | 3,261,480 | |
Pool 3 | | 15 | | 1,243 | | UK | | 9.81 | % | 82.8 | % | 85.4 | % | 83.9 | % | 84.2 | % | 9,174,275 | | 7,984,683 | | 18,037,657 | | 15,561,633 | |
Pool 4 | | 3 | | 237 | | UK | | 20.00 | % | 97.1 | % | 88.0 | % | 97.7 | % | 86.5 | % | 2,720,805 | | 2,028,498 | | 5,720,732 | | 4,082,437 | |
Pool 5 | | 1 | | 81 | | UK | | 17.30 | % | 87.7 | % | 74.3 | % | 83.7 | % | 70.1 | % | 553,073 | | 198,276 | | 946,847 | | 301,462 | |
Pool 6 | | 1 | | 114 | | UK | | 17.30 | % | 90.6 | % | 79.7 | % | 89.8 | % | 78.0 | % | 838,577 | | 229,024 | | 1,613,123 | | 547,861 | |
Pool 7 (2) | | 29 | | 2,082 | | US | | 40.00 | % | 89.0 | % | 87.9 | % | 88.2 | % | 88.4 | % | 12,537,742 | | 12,856,839 | | 24,362,129 | | 24,001,853 | |
Pool 8 | | 4 | | 310 | | US | | 20.00 | % | 88.4 | % | 88.3 | % | 89.5 | % | 89.4 | % | 2,278,598 | | 2,209,664 | | 4,636,616 | | 4,283,585 | |
Pool 9 | | 12 | | 872 | | US | | 25.00 | % | 90.9 | % | 88.8 | % | 90.9 | % | 89.6 | % | 5,582,147 | | 5,038,539 | | 11,213,105 | | 9,530,295 | |
Pool 11 | | 2 | | 152 | | US | | 30.00 | % | 91.9 | % | 90.7 | % | 91.9 | % | 90.1 | % | 952,984 | | 1,135,391 | | 1,944,725 | | 2,071,602 | |
Pool 13/14 | | 4 | | 298 | | US | | 20.00 | % | 89.0 | % | 89.9 | % | 89.0 | % | 90.1 | % | 1,467,546 | | 1,661,076 | | 2,975,589 | | 3,110,873 | |
Pool 15 | | 7 | | 601 | | US | | 32.12 | % | 87.5 | % | 87.6 | % | 87.6 | % | 87.3 | % | 3,685,555 | | 3,530,640 | | 7,276,174 | | 6,705,753 | |
Pool 20 | | 6 | | 598 | | US | | 30.00 | % | 80.3 | % | 68.3 | % | 79.6 | % | 66.4 | % | 2,659,068 | | 2,030,060 | | 5,133,466 | | 3,605,562 | |
Pool 23 (7) | | 1 | | 83 | | US | | 30.00 | % | 90.9 | % | 87.7 | % | 90.0 | % | 86.6 | % | 807,792 | | 282,709 | | 1,388,529 | | 485,574 | |
Pool 24 | | 5 | | 342 | | US | | 10%-50 | % | 86.3 | % | 86.8 | % | 86.9 | % | 87.2 | % | 2,271,310 | | 2,185,916 | | 4,529,857 | | 4,287,500 | |
Pool 25 (6) | | 0 | | 240 | | US | | 30.00 | % | 31.3 | % | 30.7 | % | 31.3 | % | 30.2 | % | — | | — | | — | | — | |
Pool 26 | | 2 | | 170 | | US | | 45.00 | % | 94.7 | % | 91.6 | % | 95.7 | % | 90.9 | % | 1,692,462 | | 1,408,020 | | 3,213,420 | | 2,715,551 | |
Pool 27 | | 5 | | 517 | | US | | 45.00 | % | 78.6 | % | 72.4 | % | 79.4 | % | 69.6 | % | 1,892,632 | | 1,518,176 | | 3,773,967 | | 2,541,470 | |
Total Joint Ventures | | 104 | | 8,530 | | | | | | 85.9 | % | 84.0 | % | 86.0 | % | 83.6 | % | $ | 55,879,313 | | $ | 49,897,988 | | $ | 109,715,087 | | $ | 94,857,160 | |
Footnotes:
(1) Legal names of the venture and partner are omitted due to possible confidentiality concerns in the governing documents. Venture pools represent pools of properties owned by a joint venture that were financed together as a distinct loan pool, other than pool 24 which is an amalgamation of five single property joint ventures.
(2) Operating results include the results from 6 New York entities that are leased and operated by Sunrise but owned by the venture.
(3) In certain situations, our share of cash distributions, profits or losses, are not equal to our ownership percentage.
(4) Stabilized properties are single properties or pools of properties owned or leased by us or owned by a joint venture or third party where the single property or all of the communities in the pool have been open and operating for more than 36 months as of June 30, 2012.
(5) Lease-up properties are single properties or pools of properties owned or leased by us or owned by a joint venture or third party where the single property or any of the communities in the pool have been open and operating for less than 36 months as of June 30, 2012.
(6) This condominium community is currently in foreclosure with the lender.
(7) Represents the assisted living and amenities side of the condo project (pool 25).
3
Sunrise Senior Living
Community Data
Management Contracts
Joint Venture Communities
| | | | | | | | | | Management Fees (2) | |
| | | | | | | | | | Three Months Ended | | Six Months Ended | |
| | | | | | | | Average | | June 30, | | June 30, | |
Venture Pool (1) | | Comm. | | Units | | Country | | Maturity Date | | 2012 | | 2011 | | 2012 | | 2011 | |
Pool 1 | | 5 | | 434 | | UK | | 2028 | | $ | 828,053 | | $ | 800,286 | | $ | 1,627,075 | | $ | 1,570,535 | |
Pool 2 | | 2 | | 156 | | UK | | 2037 | | 335,642 | | 325,779 | | 667,747 | | 627,671 | |
Pool 3 | | 15 | | 1,243 | | UK | | 2037 | | 2,214,609 | | 1,908,902 | | 4,284,191 | | 3,712,190 | |
Pool 4 | | 3 | | 237 | | UK | | 2024 | | 561,941 | | 310,168 | | 910,145 | | 597,360 | |
Pool 5 | | 1 | | 81 | | UK | | 2039 | | 144,974 | | 96,683 | | 271,349 | | 210,255 | |
Pool 6 | | 1 | | 114 | | UK | | 2039 | | 236,465 | | 166,784 | | 467,767 | | 354,655 | |
Pool 7 | | 29 | | 2,082 | | US | | 2028 | | 1,496,654 | | 1,418,998 | | 2,961,154 | | 2,933,963 | |
Pool 8 | | 4 | | 310 | | US | | 2032 | | 462,140 | | 440,823 | | 929,173 | | 880,145 | |
Pool 9 (3) | | 12 | | 872 | | US | | 2030 | | 1,168,583 | | 1,106,141 | | 2,337,637 | | 2,204,518 | |
Pool 11 | | 2 | | 152 | | US | | 2038 | | 157,179 | | 153,371 | | 311,642 | | 297,952 | |
Pool 13/14 | | 4 | | 298 | | US | | 2037 | | 509,887 | | 237,185 | | 884,305 | | 634,613 | |
Pool 15 | | 7 | | 601 | | US | | 2030 | | 764,717 | | 732,408 | | 1,512,839 | | 1,443,010 | |
Pool 20 | | 6 | | 598 | | US | | 2037 | | 455,779 | | 630,457 | | 905,614 | | 1,238,440 | |
Pool 23 (5) | | 1 | | 83 | | US | | 2034 | | — | | — | | — | | — | |
Pool 24 | | 5 | | 342 | | US | | Various | | 454,473 | | 377,502 | | 854,928 | | 764,748 | |
Pool 25 (5) | | 0 | | 240 | | US | | | | — | | — | | — | | — | |
Pool 26 (7) | | 2 | | 170 | | US | | 2042 | | — | | 116,842 | | 79,118 | | 231,201 | |
Pool 27 (7) | | 5 | | 517 | | US | | 2042 | | — | | 445,093 | | 418,528 | | 874,449 | |
Total Joint Ventures | | 104 | | 8,530 | | | | | | $ | 9,791,096 | | $ | 9,267,422 | | $ | 19,423,212 | | $ | 18,575,705 | |
Managed Communities
| | | | | | | | | | Management Fees (2) | |
| | | | | | | | | | Three Months Ended | | Six Months Ended | |
| | | | | | | | Average | | June 30, | | June 30, | |
Owner | | Comm. | | Units | | Country | | Maturity Date | | 2012 | | 2011 | | 2012 | | 2011 | |
Cooperative | | 1 | | 259 | | US | | 2034 | | 280,837 | | 260,203 | | 562,909 | | 524,858 | |
HCPI (4) | | 46 | | 4,511 | | US | | 2028-2038 | | 4,913,394 | | 4,675,473 | | 9,778,867 | | 8,818,355 | |
Inova | | 4 | | 313 | | US | | 2013 | | 587,121 | | 371,105 | | 977,753 | | 847,312 | |
Ventas | | 79 | | 6,507 | | US | | 2034-2037 | | 7,258,089 | | 5,771,868 | | 13,760,988 | | 11,357,915 | |
Ventas 16 | | 16 | | 1,274 | | US | | 2030-2038 | | 1,503,963 | | 1,430,398 | | 2,976,314 | | 2,726,899 | |
Wedum Foundation | | 4 | | 235 | | US | | 2013 | | 243,821 | | 235,640 | | 486,410 | | 478,682 | |
Other | | 4 | | 426 | | US | | Various | | 374,640 | | 383,611 | | 756,496 | | 761,785 | |
Total Managed | | 154 | | 13,525 | | | | | | $ | 15,161,865 | | $ | 13,128,298 | | $ | 29,299,737 | | $ | 25,515,806 | |
| | | | | | | | | | | | | | | | | |
Total JV and Managed Communities | | 258 | | 22,055 | | | | | | $ | 24,952,961 | | $ | 22,395,720 | | $ | 48,722,949 | | $ | 44,091,511 | |
| | | | | | | | | | | | | | | | | |
Other/Terminated Management Fees (6) | | | | | | | | | | $ | 386,826 | | $ | 2,004,467 | | $ | 931,744 | | $ | 4,522,512 | |
| | | | | | | | | | | | | | | | | |
Total Management Fees | | | | | | | | | | $ | 25,339,787 | | $ | 24,400,187 | | $ | 49,654,693 | | $ | 48,614,023 | |
Footnotes:
(1) Legal names of the venture and partner are omitted due to possible confidentiality concerns in the governing documents. Venture pools represent pools of properties owned by a joint venture that were financed together as a distinct loan pool, other than pool 24 which is an amalgamation of five single property joint ventures.
(2) The majority of our management contracts contain performance based termination tests with certain limited cure rights.
(3) Contracts contain at-will termination provisions for a specified fee to Sunrise.
(4) The contracts relating to one portfolio of 14 properties contain at-will termination provisions for a specified fee to Sunrise.
(5) No management fees are associated with this venture as these fees are eliminated due to accounting for this venture under the profit sharing method.
(6) Includes $1.0 million and $2.4 million, respectively, for the three months and six months ended June 30, 2011 from the previous AL US venture.
(7) On June 29, 2012 we contributed our ownership interest in these communities to a newly formed joint venture. During the second quarter of 2012, these communities were consolidated so we did not earn a management fee as management fees are eliminated for consolidated communities.
4
Sunrise Senior Living
Consolidated and Joint Venture Debt
Scheduled Debt Maturities as of June 30, 2012
(dollars in thousands)
Consolidated Debt
| | Ownership | | Number of | | Maturity | | Weighted Aver. | | Outstanding | | In | | Recourse | |
Consolidated Communities | | Percentage | | Communities | | Date (4) | | Interest Rate | | Debt | | Default | | to SRZ | |
AL US Development Portfolio | | 100.00 | % | 15 | | Jun 15 | | 4.30 | % | $ | 329,152 | | $ | — | | N | |
Monterey | | 100.00 | % | 1 | | Jun 13 | | 3.50 | % | 20,849 | | — | | N | |
Quebec (7) | | 100.00 | % | 3 | | Feb 14 | | 5.00 | % | 45,677 | | — | | Y | |
Cedar Parke | | 0.00 | % | 1 | | Jul 29 | | 0.55 | % | 21,385 | | 1,365 | | Y | |
Consolidated Community Debt | | | | 20 | | | | | | $ | 417,063 | | $ | 1,365 | | | |
| | | | | | | | | | | | | | | |
Revolving Credit Facility | | 100.00 | % | 0 | | Jun 14 | | 5.49 | % | $ | — | | $ | — | | Y | |
Convertible Notes | | 100.00 | % | 0 | | Apr 41 | | 5.00 | % | 86,250 | | — | | Y | |
Restructure Note | | 100.00 | % | 0 | | Oct 12 | | 0.00 | % | 24,161 | | — | | Y | |
Restructure Note | | 100.00 | % | 0 | | Apr 14 | | 0.00 | % | 3,742 | | — | | Y | |
Other Consolidated Debt | | | | 0 | | | | | | $ | 114,153 | | $ | — | | | |
| | | | | | | | | | | | | | | |
Total Principal Amount of Debt | | | | | | | | | | $ | 531,216 | | $ | 1,365 | | | |
Less: Fair Value Adjustments | | | | | | | | | | (11,142 | ) | — | | | |
Total Consolidated Debt | | | | 20 | | | | | | $ | 520,074 | | $ | 1,365 | | | |
| | Ownership | | Number of | | Maturity | | Weighted Aver. | | Outstanding | | In | | SRZ | |
Venture Pool (1) | | Percentage (2) | | Communities | | Date (4) | | Interest Rate | | Debt | | Default | | ODA | |
Pool 1 | | 20.00 | % | 5 | | May 13 | | 4.64 | % | $ | 128,198 | | $ | — | | N | |
Pool 2 | | 9.81 | % | 2 | | Jan 15 | | 5.13 | % | 56,232 | | ��� | | N | |
Pool 3 (6) | | 9.81 | % | 15 | | Jul 14 | | 3.41 | % | 627,526 | | 627,526 | | N | |
Pool 4 | | 20.00 | % | 3 | | Nov 2012 - Jun 2013 | | 2.43 | % | 87,631 | | — | | Y | |
Pool 5 | | 16.90 | % | 1 | | Dec 12 | | 2.13 | % | 29,079 | | — | | Y | |
Pool 6 | | 16.90 | % | 1 | | Apr 13 | | 3.88 | % | 32,421 | | — | | Y | |
Pool 7 | | 40.00 | % | 29 | | Feb 14 | | 6.76 | % | 434,940 | | — | | N | |
Pool 8 | | 20.00 | % | 4 | | Apr 14 | | 5.89 | % | 75,374 | | — | | N | |
Pool 9 | | 25.00 | % | 12 | | Jan 14 | | 6.00 | % | 181,995 | | — | | N | |
Pool 11 | | 30.00 | % | 2 | | Mar 13 | | 5.23 | % | 35,270 | | — | | N | |
Pool 13/14 | | 20.00 | % | 4 | | Jan 19 | | 4.98 | % | 58,500 | | — | | N | |
Pool 15 | | 32.12 | % | 7 | | Nov 18 | | 4.80 | % | 120,000 | | — | | N | |
Pool 20 | | 30.00 | % | 6 | | Apr 14 | | 4.58 | % | 104,549 | | — | | N | |
Pool 23 (3) | | 30.00 | % | 1 | | Jun 15 | | 5.50 | % | 26,000 | | — | | N | |
Pool 24 | | 10%-50 | % | 5 | | Sep 2012 - Apr 2022 | | 6.03 | % | 45,533 | | — | | N | |
Pool 25 (3), (8) | | 30.00 | % | 0 | | Sep 11 | | 11.75 | % | 117,488 | | 117,488 | | Y | |
Pool 26 | | 45.00 | % | 2 | | Mar 19 | | 4.66 | % | 55,000 | | — | | N | |
Pool 27 | | 45.00 | % | 5 | | Mar 19 | | 5.25 | % | 70,000 | | — | | N | |
Total Joint Ventures (5) | | | | 104 | | | | | | $ | 2,285,736 | | $ | 745,014 | | | |
Footnotes:
(1) Legal names of the venture and partner are omitted due to possible confidentiality concerns in the governing documents. Venture pools represent pools of properties owned by a joint venture that were financed together as a distinct loan pool, other than pool 24 which is an amalgamation of five single property joint ventures.
(2) In certain situations, our respective percentage shares of cash distributions, profits or losses, are not equal to our ownership percentage.
(3) As of June 30, 2012, the loan of $117.3 million for the residential condominium venture is in default. We have accrued $3.5 million in default interest, late fees and other lender-related fees relating to this loan. In February 2012, the lenders for the residential condominium venture commenced legal proceedings necessary to foreclose on the assets of the residential condominium venture. Without terminating the foreclosure proceedings, the lender sold their interest in the debt to a new lender in June 2012. The debt remains in default and we are in discussions with the new lender. We have no basis in the assets.
(4) Maturity dates assume exercising extensions allowable under the loan documents.
(5) Sunrise’s share of joint venture debt as of June 30, 2012 is $545 million.
(6) The venture’s mortgage loan is in default at June 30, 2012 due to a violation of certain loan covenants. The mortgage loan balance was $0.6 billion as of June 30, 2012. The loan is collateralized by 15 communities owned by the venture located in the United Kingdom. The lender has rights which include foreclosure on the communities and/or termination of our management agreements. The venture is in discussions with the lender regarding the possibility of entering into a loan modification. During 2011, we recognized $9.0 million in management fees from this venture and $4.3 million for the six months ended June 30, 2012. Our United Kingdom Management segment reported $1.6 million in income from operations in 2011 and $0.7 million and $1.9 million for the three and six months ended June 30, 2012. Our investment balance in this venture was zero at June 30, 2012.
(7) The principal balance of the loan is non-recourse to Sunrise but we are obligated under an operating deficit agreement to fund operating shortfalls and interest.
(8) We are obligated to our partner on the condominium venture to fund operating shortfalls. We have funded $2.2 million under the guarantee through June 30, 2012, of which $0.1 million was funded in 2012. In addition, we are required to fund sales and marketing costs associated with the sale of the condominiums. We have experienced lower sales and pricing than had been forecasted and we believe the partners have no remaining equity in the condominium project. Accordingly, we have informed our partner that we do not intend to fund future operating shortfalls.
5
SUNRISE SENIOR LIVING, INC.
Reconciliation For Consolidated Net Operating Income
Consolidated Net Operating Income
Net operating income is a measure of operating performance that is not calculated in accordance with U.S. generally accepted accounting principles and should not be considered as a substitute for income/loss from operations or net income/loss. Management considers net operating income to be a useful measure in analyzing our community operating income without regard to management fees and other adjustments.
The following table reconciles net operating income from consolidated communities to income (loss) from operations.
(in thousands)
| | Three Months Ended | | Six Months Ended | |
| | June 30, | | June 30, | |
| | 2012 | | 2011 | | 2012 | | 2011 | |
Consolidated Community NOI | | $ | 11,647 | | $ | 11,472 | | $ | 23,060 | | $ | 20,667 | |
Leased Community NOI | | 18,076 | | 20,797 | | 37,566 | | 41,724 | |
Total Consolidated NOI | | 29,723 | | 32,269 | | 60,626 | | 62,391 | |
Less: AL US NOI (during period the venture was not consolidated) | | — | | (6,097 | ) | — | | (13,681 | ) |
Plus: Connecticut Avenue NOI (during period the community was consolidated) | | 1,421 | | 988 | | 2,590 | | 1,875 | |
Plus: Santa Monica NOI (during period the community was consolidated) | | 568 | | — | | 805 | | — | |
Plus: Pool 19 NOI (during period the venture was consolidated) | | 1,507 | | — | | 1,706 | | — | |
Plus: Pool 21 NOI (during period the venture was consolidated) | | 920 | | — | | 1,024 | | — | |
Plus: NOI from Consolidated New York communities leased from a venture (NOI is reflected in Joint Venture loan pool analysis) | | 4,566 | | 4,268 | | 8,788 | | 8,290 | |
Adjusted Total Consolidated NOI | | 38,705 | | 31,428 | | 75,539 | | 58,875 | |
Less: Consolidated Community Lease Expense (includes $4.6 million for the three months ended June 30, 2012 and $4.2 million for the three months ended June 30, 2011 of lease expense from consolidated New York communities leased from a venture) | | (19,187 | ) | (19,108 | ) | (38,423 | ) | (37,805 | ) |
Less: Depreciation and Amortization | | (11,464 | ) | (8,694 | ) | (22,222 | ) | (16,024 | ) |
Less: Impairment of long-lived assets | | (16,308 | ) | (5,355 | ) | (16,863 | ) | (5,355 | ) |
| | $ | (8,254 | ) | $ | (1,729 | ) | $ | (1,969 | ) | $ | (309 | ) |
Plus: Other Sunrise Revenue | | | | | | | | | |
Management fees | | 25,340 | | 24,400 | | 49,655 | | 48,614 | |
Buyout fees | | 250 | | — | | 250 | | — | |
Ancillary fees | | 8,368 | | 7,513 | | 16,294 | | 15,110 | |
Professional fees from development, marketing and other | | 278 | | 522 | | 478 | | 845 | |
Reimbursed costs incurred on behalf of managed communities | | 167,808 | | 178,265 | | 341,881 | | 364,130 | |
Total Other Revenue | | 202,044 | | 210,700 | | 408,558 | | 428,699 | |
| | | | | | | | | |
Less: Other Sunrise Expense | | | | | | | | | |
Ancillary expenses | | 7,681 | | 6,968 | | 15,139 | | 13,972 | |
General and administrative | | 25,227 | | 27,564 | | 53,868 | | 59,953 | |
Carrying costs of liquidating trust assets and idle land | | 707 | | 635 | | 1,290 | | 1,042 | |
Allowance for uncollectible receivables from owners | | 721 | | (217 | ) | 1,047 | | 890 | |
Gain on financial guarantees and other contracts | | — | | (12 | ) | — | | (12 | ) |
Costs incurred on behalf of managed communities | | 167,179 | | 179,294 | | 341,674 | | 365,678 | |
Misc. Expense for Non-Operating Communities | | (228 | ) | (234 | ) | (567 | ) | (262 | ) |
Total Other Expense | | 201,287 | | 213,998 | | 412,451 | | 441,261 | |
| | | | | | | | | |
(Loss) income from operations | | $ | (7,497 | ) | $ | (5,027 | ) | $ | (5,862 | ) | $ | (12,871 | ) |
6
SUNRISE SENIOR LIVING, INC.
Reconciliation For Consolidated Community Operating Revenue
Consolidated Community Operating Revenue
Community operating revenue is a measure of operating performance that is not calculated in accordance with U.S. generally accepted accounting principles and should not be considered as a substitute for resident fees for consolidated communities. Management considers community operating revenue to be a useful measure in analyzing comparable revenue growth.
The following table reconciles community operating revenue from consolidated communities to resident fees for consolidated communities.
(in thousands)
| | Three Months Ended | |
| | June 30, | |
| | 2012 | | 2011 | |
Consolidated Community Operating Revenue | | $ | 35,835 | | $ | 34,383 | |
Leased Community Operating Revenue | | 75,590 | | 76,502 | |
Total Consolidated Community Operating Revenue | | 111,425 | | 110,885 | |
Less: AL US Revenue (during period the venture was not consolidated) | | — | | (14,352 | ) |
Plus: Connecticut Avenue Revenue (during period the community was consolidated) | | 3,054 | | 2,565 | �� |
Plus: Santa Monica Revenue (during period the community was consolidated) | | 1,608 | | — | |
Plus: Pool 19 Revenue (during period the venture was consolidated) | | 4,219 | | — | |
Plus: Pool 21 Revenue (during period the venture was consolidated) | | 2,768 | | — | |
Plus: Revenue from Consolidated New York communities leased from a venture (Revenue is reflected in Joint Venture revenue) | | 11,242 | | 10,607 | |
Adjusted Total Consolidated Revenue | | 134,316 | | 109,705 | |
Endowment Amortization | | 1,620 | | 1,661 | |
Other | | (237 | ) | (683 | ) |
Resident Fees for Consolidated Communities | | $ | 135,699 | | $ | 110,683 | |
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